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Inside Debt and the Design of Corporate Debt Contracts

Author

Listed:
  • Divya Anantharaman

    () (Rutgers Business School, Rutgers University, Newark, New Jersey 07102)

  • Vivian W. Fang

    () (Carlson School of Management, University of Minnesota, Minneapolis, Minnesota 55455)

  • Guojin Gong

    () (Smeal College of Business, Pennsylvania State University, University Park, Pennsylvania 16802)

Abstract

Theory posits that managerial holdings of debt (“inside debt”) align managers' incentives with those of outside debtholders. Executive pensions, consisting of rank-and-file (RAF) plans and supplemental executive retirement plans (SERPs), and other deferred compensation (ODC) have debt-like payoffs, and could therefore function as inside debt. However, whereas SERPs are often unfunded and unsecured, RAF plans are funded and secured to some extent, and ODC may be invested in equity and withdrawn flexibly before retirement. Special arrangements in executive debt-like compensation could hence weaken or even nullify any incentive-alignment effect. We find that higher CEO debt-like compensation leads to lower promised yield and fewer covenants in a sample of loans originated in 2006--2008. This effect is driven entirely by benefits accrued under SERPs, consistent with SERPs more closely resembling risky corporate debt; balances accrued under RAF and ODC plans do not provide similar effects. Furthermore, promised yields are lower when debt-like compensation claims can be withdrawn only after outside debt claims are expected to settle. Our findings persist after accounting for endogeneity using state personal income tax rates as an instrument for CEOs' willingness to defer compensation. Overall, the evidence suggests that executive debt-like compensation is only effective at resolving stockholder--debtholder conflicts when its payoffs are truly debt-like and that lenders' perceptions are affected not only by the magnitude of debt-like compensation but also by its seniority.Data, as supplemental material, are available at http://dx.doi.org/10.1287/mnsc.2013.1813 . This paper was accepted by Wei Jiang, finance .

Suggested Citation

  • Divya Anantharaman & Vivian W. Fang & Guojin Gong, 2014. "Inside Debt and the Design of Corporate Debt Contracts," Management Science, INFORMS, vol. 60(5), pages 1260-1280, May.
  • Handle: RePEc:inm:ormnsc:v:60:y:2014:i:5:p:1260-1280
    DOI: 10.1287/mnsc.2013.1813
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    File URL: http://dx.doi.org/10.1287/mnsc.2013.1813
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    Cited by:

    1. Thanassoulis, John & Tanaka, Misa, 2018. "Optimal pay regulation for too-big-to-fail banks," Journal of Financial Intermediation, Elsevier, vol. 33(C), pages 83-97.
    2. Wu, Tai-Hsi & Lin, Mei-Chen, 2019. "Relationship of CEO inside debt and corporate social performance: A data envelopment analysis approach," Finance Research Letters, Elsevier, vol. 29(C), pages 308-314.
    3. Kryzanowski, Lawrence & Nie, Yulin (George), 2019. "M&A price pressure revisited," Finance Research Letters, Elsevier, vol. 28(C), pages 299-308.
    4. Colonnello, Stefano & Curatola, Giuliano & Hoang, Ngoc Giang, 2017. "Direct and indirect risk-taking incentives of inside debt," Journal of Corporate Finance, Elsevier, vol. 45(C), pages 428-466.
    5. Kim, Taeyeon & Kim, Hyun-Dong & Park, Kwangwoo, 2020. "CEO inside debt holdings and CSR activities," International Review of Economics & Finance, Elsevier, vol. 70(C), pages 508-529.
    6. Söhnke M. Bartram, 2017. "Corporate Postretirement Benefit Plans and Real Investment," Management Science, INFORMS, vol. 63(2), pages 355-383, February.
    7. Chen, Liqiang & Fan, Hong, 2017. "CEO inside debt and bank loan syndicate structure," Review of Financial Economics, Elsevier, vol. 34(C), pages 74-85.
    8. Charlene P. Spiceland & Leo L. Yang & Joseph H. Zhang, 2016. "Accounting quality, debt covenant design, and the cost of debt," Review of Quantitative Finance and Accounting, Springer, vol. 47(4), pages 1271-1302, November.
    9. Alex Edmans & Xavier Gabaix, 2016. "Executive Compensation: A Modern Primer," Journal of Economic Literature, American Economic Association, vol. 54(4), pages 1232-1287, December.
    10. Lee, Gemma, 2016. "Deferred compensation withdrawal decisions and their implications on inside debt," Finance Research Letters, Elsevier, vol. 19(C), pages 235-240.
    11. James, Hui L. & Benson, Bradley W. & Park, Jung Chul, 2020. "CEO fixed effects and inside debt compensation," Journal of Business Research, Elsevier, vol. 117(C), pages 71-86.
    12. Domenico Rocco Cambrea & Stefano Colonnello & Giuliano Curatola & Giulia Fantini, 2019. "CEO investment of deferred compensation plans and firm performance," Journal of Business Finance & Accounting, Wiley Blackwell, vol. 46(7-8), pages 944-976, July.
    13. Bennett, Rosalind L. & Güntay, Levent & Unal, Haluk, 2015. "Inside debt, bank default risk, and performance during the crisis," Journal of Financial Intermediation, Elsevier, vol. 24(4), pages 487-513.
    14. Jeffrey (Jun) Chen & Yun Guan & Ivy Tang, 2020. "Optimal Contracting of Pension Incentive: Evidence of Currency Risk Management in Multinational Companies," Journal of Risk and Financial Management, MDPI, Open Access Journal, vol. 13(2), pages 1-1, February.
    15. Nilakshi Borah & Hui Liang James & Jung Chul Park, 2020. "Does CEO inside debt compensation benefit both shareholders and debtholders?," Review of Quantitative Finance and Accounting, Springer, vol. 54(1), pages 159-203, January.
    16. Avishek Bhandari & Babak Mammadov & Maya Thevenot, 2018. "The impact of executive inside debt on sell-side financial analyst forecast characteristics," Review of Quantitative Finance and Accounting, Springer, vol. 51(2), pages 283-315, August.
    17. Yili Lian, 2018. "Bank competition and the cost of bank loans," Review of Quantitative Finance and Accounting, Springer, vol. 51(1), pages 253-282, July.
    18. repec:hrv:faseco:34651704 is not listed on IDEAS
    19. Reid, Colin D., 2018. "CEO retirement compensation: Is inside debt excess compensation or a risk management tool?," Business Horizons, Elsevier, vol. 61(5), pages 721-731.
    20. Freund, Steven & Latif, Saira & Phan, Hieu V., 2018. "Executive compensation and corporate financing policies: Evidence from CEO inside debt," Journal of Corporate Finance, Elsevier, vol. 50(C), pages 484-504.
    21. Dang, Viet A. & Phan, Hieu V., 2016. "CEO inside debt and corporate debt maturity structure," Journal of Banking & Finance, Elsevier, vol. 70(C), pages 38-54.
    22. Thanassoulis, John & Tanaka, Misa, 2015. "Bankers' pay and excessive risk," Bank of England working papers 558, Bank of England.
    23. Shen, Carl Hsin-han & Zhang, Hao, 2020. "What's good for you is good for me: The effect of CEO inside debt on the cost of equity," Journal of Corporate Finance, Elsevier, vol. 64(C).

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